UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 20, 2019 (September 18, 2019)
KemPharm, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-36913 | 20-5894398 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
1180 Celebration Boulevard, Suite 103, Celebration, FL | | 34747 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (321) 939-3416
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | KMPH | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Danny L. Thompson as Director and Audit Committee Chairman
On September 18, 2019, Danny L. Thompson notified KemPharm, Inc. (“KemPharm”) that he was resigning from his position as a member of the board of directors of KemPharm (the “Board”) effective immediately. Concurrently therewith, Mr. Thompson resigned as the Chair of the Audit Committee of the Board (the “Audit Committee”). Mr. Thompson’s decision to resign was for personal health reasons and not due to any disagreement with us on any matter relating to our operations, policies or practices.
In connection with Mr. Thompson’s resignation, the Board appointed Richard Pascoe as Chair of the Audit Committee and appointed David S. Tierney as a member of the Audit Committee. In appointing Mr. Pascoe as Chair of the Audit Committee, the Board determined that Mr. Pascoe is an “audit committee financial expert” as defined by applicable rules and regulations of the U.S. Securities and Exchange Commission and based on a qualitative assessment of Mr. Pascoe’s level of knowledge and experience.
Item 7.01 Regulation FD Disclosure.
On September 20, 2019, KemPharm issued a press release reporting Mr. Thompson’s resignation. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, and the press release furnished as Exhibits 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any of KemPharm’s filings under the Securities Act of 1933, as amended, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | KemPharm, Inc. |
| | | |
Date: September 20, 2019 | | By: | /s/ R. LaDuane Clifton |
| | | R. LaDuane Clifton, CPA |
| | | Chief Financial Officer, Secretary and Treasurer |
